Unconditional Payment. Borrower is and shall be obligated to pay principal, interest and any and all other amounts which become payable hereunder or under the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction and without any reduction for counterclaim or setoff. In the event that at any time any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.
Unconditional Payment. Borrower is and shall be obligated to pay principal, interest and any and all other amounts which become payable hereunder or under the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction and without any reduction for counterclaim (other than compulsory counterclaims) or setoff. In the event that at any time any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.
Unconditional Payment. Borrower is obligated to pay all principal, interest and any and all other amounts which become payable under this Note or under any of the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Administrative Agent hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand. Partial or Incomplete Payments . Remittances in payment of any part of this Note other than in the required amount in immediately available funds at the place where this Note is payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Administrative Agent in full in accordance herewith and shall be made and accepted subject to the condition that any payments made by check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Administrative Agent of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default in the payment of this Note.
Unconditional Payment. If any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand. No release of any security for this Note or any party liable for payment of this Note shall release or affect the liability of Borrower or any other party who may become liable for payment of all or any part of the indebtedness evidenced by this Note. Lender may release any guarantor, surety or indemnitor of this Note from liability, in every instance without the consent of Borrower hereunder and without waiving any rights which Lender may have hereunder or under any of the other Loan Documents or under applicable law or in equity. 7.04
Unconditional Payment. If the Issuer defaults in the payment of any sum expressed to be payable by the Issuer under this Trust Deed or the Agency Agreement or in respect of the Notes or Coupons as and when the same shall become due and payable, the Guarantors shall within five Business Days of receipt of demand unconditionally pay or procure to be paid to or to the order of the Trustee in euro in a city in which banks have access to the TARGET System in immediately available freely transferable funds the amount in respect of which such default has been made; provided that every payment of such amount made by any Guarantor to the Principal Paying Agent in the manner provided in the Agency Agreement shall be deemed to cure pro tanto such default by the Issuer and shall be deemed for the purposes of this Clause 4 (Guarantees) to have been paid to or for the account of the Trustee except to the extent that there is failure in the subsequent payment of such amount to the Noteholders and Couponholders in accordance with the Conditions, and everything so paid by any Guarantor in accordance with the Agency Agreement shall have the same effect as if it had been paid thereunder by the Issuer.
Unconditional Payment. Maker is and shall be obligated to pay all Principal, interest and any and all other amounts which become payable under this Promissory Note absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. Notwithstanding the foregoing or anything else in this Promissory Note to the contrary, Maker shall be entitled to deduct and withhold any and all taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), required by applicable law to be withheld or deducted from any and all amounts payable under this Promissory Note. To the extent that any such Taxes are so withheld or deducted, such withheld Taxes shall be timely paid by Maker to the relevant governmental taxing authorities in accordance with applicable law and shall be treated for all purposes of this Promissory Note as having been paid to Payee, and Maker shall promptly deliver proof of such payment and related filings to Payee. If at least three Business Days prior to a payment of interest hereunder, Payee has delivered to Maker a valid and properly completed and executed Internal Revenue Service Form W-8BEN-E certifying (a) that Payee is the beneficial owner of such interest payment and not a U.S. person and a certificate executed by a senior officer of Payee certifying that Payee is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), a “10 percent shareholder” of Maker within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, (b) that Payee is not otherwise subject to U.S. federal withholding taxes under Sections 1471 through 1474 of the Code, any regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement or under any other provisions of the Code, and Section 881(c) of the Code as in effect on the date hereof (or its successor) is still in effect at the time o...
Unconditional Payment. If the Issuer defaults in the payment of any sum expressed to be payable by the Issuer under this Instrument or in respect of the Bonds as and when the same shall become due and payable, the Guarantors shall forthwith unconditionally pay or procure to be paid to or to the order of the Bondholders in United States Dollars in same day, freely transferable funds the amount in respect of which such default has been made; provided that every payment of such amount made by the Guarantors to the Bondholders shall be deemed to cure pro tanto such default by the Issuer and shall be deemed for the purposes of this Condition 6 to have been paid to or for the account of the Bondholders.
Unconditional Payment. If an Issuer fails to pay any sum expressed to be payable by such Issuer under the Trust Deed or in respect of the Notes or Coupons when such sum becomes due and payable, each of the Guarantors shall forthwith unconditionally pay or procure to be paid to or to the order of the Trustee in the currency in which the Notes or Coupons are payable in the principal financial centre of that currency, in same day, freely transferable funds the amount in respect of which such default has been made; provided that every payment of such amount made by any Guarantor to the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be deemed to cure pro tanto such default by such Issuer and shall be deemed for the purposes of this Clause 2 to have been paid to or for the account of the Trustee except to the extent that there is failure in the subsequent payment of such amount to the Noteholders or Couponholders in accordance with the Conditions, and everything so paid by each of the Guarantors in accordance with the Paying Agency Agreement shall have the same effect as if it had been paid thereunder by such Issuer. The Trustee or (subject to Clause 5.2), the relevant Noteholder or Couponholder (as applicable) will make a written request for any payment required by a Guarantor under this Guarantee Agreement stating that such Issuer has not met its obligations arising from the Trust Deed, the Notes or the Coupons in the amount set out in such statement, but this is without prejudice to each of the Guarantors' obligations under this Guarantee Agreement.
Unconditional Payment. Lessee’s obligation to pay rent hereunder shall be unconditional and absolute in all circumstances and shall not be effected by the following:
Unconditional Payment. Borrowers are and shall be obligated to pay principal, interest and any and all other amounts which became payable under the Notes or under the other Documents absolutely and unconditionally and without abatement, postponement, diminution or deduction and without any reduction for counterclaim or setoff. In the event that at any time any payment received by Prudential Loan Nos. 706109321 - 706109336 and 706109394 CNL BV Portfolio Second Amended and Restated Loan Agreement Lender under the Documents shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction of any of the Notes or return thereof to any Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of any Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.
